Duties Contract Clauses (1,898)

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations, or failure to perform such... duties or obligations, with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters' performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with the offering of Shares contemplated by this Agreement. View More

Duties. During his employment with the Company, the Executive shall have the title of Chief Financial Officer. The Executive shall devote his full business time and effort to the performance of his duties for the Company, which he shall perform faithfully and to the best of his ability. The Executive shall have all of the customary powers and duties associated with his position and shall be subject to the Company's policies, procedures, and approval practices, as generally in effect from time to time fo...r all senior executives of the Company and the direction and oversight of the Board. The Executive will report directly to the President and CEO of the Company. View More

Duties. During Executive's employment with the Company, Executive shall have the title of Chief Financial Officer of Company and shall have such duties, authorities and responsibilities as are consistent with such position, as the Board of Directors of Holdings (the "Board") and the Chief Executive Officer of the Company may designate from time to time. Executive will report directly to the Chief Executive Officer. Executive shall devote Executive's entire business time and attention and Executive's bes...t efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive's employment and service with the Company and its Affiliates (defined below); provided, however, that this Section 2 shall not be interpreted as prohibiting Executive from managing Executive's personal investments (so long as such investment activities are of a passive nature) or engaging in charitable or civic activities, so long as such activities in the aggregate do not (i) materially interfere with the performance of Executive's duties and responsibilities hereunder or (ii) create a fiduciary conflict. If requested, Executive shall also serve as an executive officer and/or member of the board of directors or a board committee, without additional compensation, of any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (an "Affiliate"). View More

Duties. (a) General Duties. The Executive shall serve as CFO and Treasurer of the Company, with duties and responsibilities that are customary for such an executive. The Executive shall also perform such other duties as shall be reasonably determined from time to time by the BOD and such services for such subsidiaries of the Company as may be necessary. The Executive shall use her best efforts to perform her duties and discharge her responsibilities pursuant to this Agreement competently, carefully and ...faithfully. (b) Devotion of Time. Subject to the last two sentences of this Section 3(b), Executive shall devote a reasonable amount of her business time, attention and energies to the affairs of the Company and its subsidiaries and affiliates as are necessary to perform her duties and responsibilities pursuant to this Agreement. The Executive shall not enter the employ of or serve as a consultant to (other than the agreements with Helix Care (California), Inc. ("Helix"), or in any way perform any services with or without compensation to, any other persons, business, or organization, without the prior consent of the BOD or the shareholders. Notwithstanding the above, the Executive shall be permitted to devote a limited amount of her time, to professional, charitable or similar organizations, including serving as a non-executive director or an advisor to a BOD, committee of any company or organization provided that such activities are not directly or indirectly in conflict with the business of the Company and/or do not interfere with the Executive's performance of her duties and responsibilities as provided hereunder. If any of these activities present a direct or indirect conflict of interest, Executive shall obtain the permission of the BOD or the shareholders. (c) Location of Office. The Executive's principal business office shall be in the Company's offices in Roseville, California or such other location as shall be mutually agreeable to the Executive and the Company. Executive is not required to perform her job duties at the Company's offices, but shall work at the Company's offices as needed to supervise the Company's employees and ensure the success of the Company. (d) Adherence to Inside Information Policies. The Executive acknowledges that the Company is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party. The Executive shall promptly execute any agreements generally distributed by the Company to its employees requiring such employees to abide by its inside information policies. Executive agrees that prior to selling more than 5% of her stock holdings in any single day, Executive shall consult with the Company's counsel to ensure compliance with Securities laws. View More

Duties. During the Term, the Executive shall serve as the Vice President, Treasurer of the Company. In this capacity, the Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Executive by the Executive Vice President and Chief Financial Officer, the President and Chief Execut...ive Officer and by the board of directors of the Company (the "Board") that are not inconsistent with the Executive's position as Vice President, Treasurer of the Company. In addition: (a) The Executive will devote his full time and best efforts, talents, knowledge and experience to serving as the Company's Vice President, Treasurer. The Executive will perform his duties diligently and competently and will act in conformity with Company's written and oral policies and within the limits, budgets and business plans set by the Company. The Executive will at all times during the Term of this Agreement strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of executives of the Company. The Executive will not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company that, as determined by the Board in its sole discretion, competes, conflicts or interferes with the performance of his duties hereunder in any material way. 1 (b) The Executive agrees to serve without additional compensation as an officer and director of any of the Company's subsidiaries and agrees that any amounts, if any, received from such subsidiary may be offset against the amounts due hereunder. View More

Duties. The Executive shall serve the Company and Subsidiaries as CFO, under the terms and conditions provided herein. The Executive's duties hereunder shall include such duties as are normally incident to the position of CFO. The Executive shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and to the promotion of its interests. To further perform the Executive duties as are commonly incumbent upon that position, the Executive... agrees to travel to or work at other locations, from time to time, as reasonable for the benefit of the company. It is understood and acceptable that the Executive works for other organization and businesses outside the Company. View More

Duties. You agree to be Executive Vice President, Operations of the Company for the term of this Agreement. In this capacity, you shall perform such duties and have such responsibilities as are typically associated with the office of Executive Vice President, Operations, including such duties and responsibilities as are prescribed by the Board of Directors of the Company (the "Board") consistent with the office of Executive Vice President, Operations. You shall report to the Chief Executive Officer or, ...in the absence of an individual holding such title and position with the Company, the Chairman of the Board. While you are the Company's employee, you agree to devote your full business time and attention to the performance of your duties and responsibilities hereunder; provided, however, that you may serve on the boards of such entities as the Board may approve in writing following the date of this Agreement. View More

Duties. 1.1 Position. Executive is employed for the purpose of Chief Financial Officer services to the Company, reporting to the Company's President and Chief Executive Officer (the "CEO"). The duties and responsibilities of the Executive shall be commensurate with the position of an individual providing the same type of services in a similar company. The Executive shall perform such duties as from time to time may be prescribed for him by the CEO, in all cases to be consistent with Executive's corporat...e offices and positions. 1.2 Obligations to the Company. Executive agrees to the best of his ability and experience that he will at all times loyally and conscientiously perform all of the duties and obligations required of and from Executive pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During the term of Executive's employment relationship with the Company, Executive further agrees that he will devote all of his business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, and Executive will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the CEO, and will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Executive will comply with and be bound by the Company's operating policies, procedures and practices from time to time in effect during the term of Executive's employment. View More

Duties. During the Term, Executive shall be employed by the Company as Chief Executive Officer of the Company, and, as such, Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the "Board"), which duties shall not be materially inconsistent with the duties performed by executives holding similar ...offices with real estate investment trusts. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive's employment duties. Executive shall comply with the policies, standards, and regulations established from time to time by the Company. View More

Duties. The duties of Executive shall be those duties that can reasonably be expected to be performed by a person with the title of President and Chief Operating Officer of an intermediate financial holding company and its subsidiaries. Executive's duties may, from time to time, be changed or modified at the discretion of the President and Chief Executive Officer of the Company. Executive has received and is familiar with the Company's and Employer's employment, ethics and insider trading policies and p...rocedures, and understands and agrees his duties include compliance with such policies and procedures, as amended from time to time. View More